Subchapter VII. Meetings, Elections, Voting and Notice

TITLE 8

Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter VII. Meetings, Elections, Voting and Notice

§ 211. Meetings of stockholders.

(a)(1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or
in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board
of directors. If, pursuant to this paragraph or the certificate of incorporation or the bylaws of the corporation, the board
of directors is authorized to determine the place of a meeting of stockholders, the board of directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication
as authorized by paragraph (a)(2) of this section.

(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board
of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of
remote communication:

a. Participate in a meeting of stockholders; and

b. Be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place
or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or
proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to
read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder
or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other
action shall be maintained by the corporation.

(b) Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual
meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner
provided in the bylaws. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent
to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be
in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting
held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted
at the annual meeting.

(c) A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the
business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation
except as may be otherwise specifically provided in this chapter. If the annual meeting for election of directors is not held
on the date designated therefor or action by written consent to elect directors in lieu of an annual meeting has not been
taken, the directors shall cause the meeting to be held as soon as is convenient. If there be a failure to hold the annual
meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after
the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest
to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors
in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder
or director. The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote thereat,
shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the certificate of incorporation
or bylaws to the contrary. The Court of Chancery may issue such orders as may be appropriate, including, without limitation,
orders designating the time and place of such meeting, the record date or dates for determination of stockholders entitled
to notice of the meeting and to vote thereat, and the form of notice of such meeting.

(d) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized
by the certificate of incorporation or by the bylaws.

(e) All elections of directors shall be by written ballot unless otherwise provided in the certificate of incorporation; if
authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic
transmission, provided that any such electronic transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

8 Del. C. 1953, § 211; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 12; 63 Del. Laws, c. 25, § 4; 71 Del. Laws, c. 120, §§ 12, 13; 72 Del. Laws, c. 343, §§ 7, 8; 77 Del. Laws, c. 14, § 4.;

§ 212. Voting rights of stockholders; proxies; limitations.

(a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall
be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides
for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion
of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock
or shares.

(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy
shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.

(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder
as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may
grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution
may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such
writing or causing such person's signature to be affixed to such writing by any reasonable means including, but not limited
to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing
the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means
of electronic transmission must either set forth or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams,
cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons
making that determination shall specify the information upon which they relied.

(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to
subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether
the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

8 Del. C. 1953, § 212; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 12; 67 Del. Laws, c. 376, § 6; 71 Del. Laws, c. 339, §§ 28-31; 73 Del. Laws, c. 298, § 7.;

§ 213. Fixing date for determination of stockholders of record.

(a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any
adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60
nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be
the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines,
at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making
such determination. If no record date is fixed by the board of directors, the record date for determining stockholders entitled
to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination
of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders
entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled
to vote in accordance with the foregoing provisions of this subsection (a) at the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without
a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors, and which date shall not be more than 10 days after the date
upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by
the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without
a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody
of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board
of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which
the board of directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more
than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

8 Del. C. 1953, § 213; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 13; 66 Del. Laws, c. 136, §§ 7-9; 77 Del. Laws, c. 14, § 5.;

§ 214. Cumulative voting.

The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or
at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series
thereof shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative
voting) such holder would be entitled to cast for the election of directors with respect to such holder's shares of stock
multiplied by the number of directors to be elected by such holder, and that such holder may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for any 2 or more of them as such holder may see
fit.

8 Del. C. 1953, § 214; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 37; 57 Del. Laws, c. 421, § 5; 71 Del. Laws, c. 339, § 32.;

§ 215. Voting rights of members of nonstock corporations; quorum; proxies.

(a) Sections 211 through 214 and 216 of this title shall not apply to nonstock corporations, except that § 211(a) and (d)
of this title and § 212(c), (d), and (e) of this title shall apply to such corporations, and, when so applied, all references
therein to stockholders and to the board of directors shall be deemed to refer to the members and the governing body of a
nonstock corporation, respectively; and all references to stock, capital stock, or shares thereof shall be deemed to refer
to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.

(b) Unless otherwise provided in the certificate of incorporation or the bylaws of a nonstock corporation, and subject to
subsection (f) of this section, each member shall be entitled at every meeting of members to 1 vote on each matter submitted
to a vote of members. A member may exercise such voting rights in person or by proxy, but no proxy shall be voted on after
3 years from its date, unless the proxy provides for a longer period.

(c) Unless otherwise provided in this chapter, the certificate of incorporation or bylaws of a nonstock corporation may specify
the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute
a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification
in the certificate of incorporation or bylaws of a nonstock corporation:

(1) One-third of the members of such corporation shall constitute a quorum at a meeting of such members;

(2) In all matters other than the election of the governing body of such corporation, the affirmative vote of a majority of
such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be
the act of the members, unless the vote of a greater number is required by this chapter;

(3) Members of the governing body shall be elected by a plurality of the votes of the members of the corporation present in
person or represented by proxy at the meeting and entitled to vote thereon; and

(4) Where a separate vote by a class or group or classes or groups is required, a majority of the members of such class or
group or classes or groups, present in person or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and, in all matters other than the election of members of the governing body, the affirmative
vote of the majority of the members of such class or group or classes or groups present in person or represented by proxy
at the meeting shall be the act of such class or group or classes or groups.

(d) If the election of the governing body of any nonstock corporation shall not be held on the day designated by the bylaws,
the governing body shall cause the election to be held as soon thereafter as convenient. The failure to hold such an election
at the designated time shall not work any forfeiture or dissolution of the corporation, but the Court of Chancery may summarily
order such an election to be held upon the application of any member of the corporation. At any election pursuant to such
order the persons entitled to vote in such election who shall be present at such meeting, either in person or by proxy, shall
constitute a quorum for such meeting, notwithstanding any provision of the certificate of incorporation or the bylaws of the
corporation to the contrary.

(e) If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic
transmission, provided that any such electronic transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the member or proxy holder.

(f) Except as otherwise provided in the certificate of incorporation, in the bylaws, or by resolution of the governing body,
the record date for any meeting or corporate action shall be deemed to be the date of such meeting or corporate action; provided,
however, that no record date may precede any action by the governing body fixing such record date.

8 Del. C. 1953, § 215; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, §§ 5, 6; 71 Del. Laws, c. 339, § 33; 73 Del. Laws, c. 82, §§ 8, 9; 77 Del. Laws, c. 253, § 19.;

§ 216. Quorum and required vote for stock corporations.

Subject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation
or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities
having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a
quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist
of less than one-third of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series
or classes or series is required, a quorum shall consist of no less than one-third of the shares of such class or series or
classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:

(1) A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting
of stockholders;

(2) In all matters other than the election of directors, the affirmative vote of the majority of shares present in person
or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;

(3) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors; and

(4) Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such
class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative
vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the
meeting shall be the act of such class or series or classes or series.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors
shall not be further amended or repealed by the board of directors.

8 Del. C. 1953, § 216; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, § 7; 64 Del. Laws, c. 112, § 21; 66 Del. Laws, c. 136, §§ 10, 11; 71 Del. Laws, c. 339, §§ 34, 35; 75 Del. Laws, c. 306, § 5; 76 Del. Laws, c. 145, § 3.;

§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock.

(a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation such person has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or such pledgee's proxy, may represent such stock and
vote thereon.

(b) If shares or other securities having voting power stand of record in the names of 2 or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if 2 or more persons
have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written
notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the following effect:

(1) If only 1 votes, such person's act binds all;

(2) If more than 1 vote, the act of the majority so voting binds all;

(3) If more than 1 vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other
court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then
be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows
that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a
majority or even split in interest.

8 Del. C. 1953, § 217; 56 Del. Laws, c. 50; 71 Del. Laws, c. 339, §§ 36, 37.;

§ 218. Voting trusts and other voting agreements.

(a) One stockholder or 2 or more stockholders may by agreement in writing deposit capital stock of an original issue with
or transfer capital stock to any person or persons, or entity or entities authorized to act as trustee, for the purpose of
vesting in such person or persons, entity or entities, who may be designated voting trustee, or voting trustees, the right
to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement.
The agreement may contain any other lawful provisions not inconsistent with such purpose. After the filing of a copy of the
agreement in the registered office of the corporation in this State, which copy shall be open to the inspection of any stockholder
of the corporation or any beneficiary of the trust under the agreement daily during business hours, certificates of stock
or uncertificated stock shall be issued to the voting trustee or trustees to represent any stock of an original issue so deposited
with such voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee
or trustees shall be surrendered and cancelled and new certificates or uncertificated stock shall be issued therefore to the
voting trustee or trustees. In the certificate so issued, if any, it shall be stated that it is issued pursuant to such agreement,
and that fact shall also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock
so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or
trustees may be voted either in person or by proxy, and in voting the stock, the voting trustee or trustees shall incur no
responsibility as stockholder, trustee or otherwise, except for their own individual malfeasance. In any case where 2 or more
persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names
at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and
the manner of voting it at the meeting shall be determined by a majority of the trustees, or if they be equally divided as
to the right and manner of voting the stock in any particular case, the vote of the stock in such case shall be divided equally
among the trustees.

(b) Any amendment to a voting trust agreement shall be made by a written agreement, a copy of which shall be filed in the
registered office of the corporation in this State.

(c) An agreement between 2 or more stockholders, if in writing and signed by the parties thereto, may provide that in exercising
any voting rights, the shares held by them shall be voted as provided by the agreement, or as the parties may agree, or as
determined in accordance with a procedure agreed upon by them.

(d) This section shall not be deemed to invalidate any voting or other agreement among stockholders or any irrevocable proxy
which is not otherwise illegal.

8 Del. C. 1953, § 218; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 13; 57 Del. Laws, c. 148, § 14; 63 Del. Laws, c. 25, § 8; 64 Del. Laws, c. 112, § 22; 69 Del. Laws, c. 263, §§ 1-6; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 339, § 38; 73 Del. Laws, c. 82, § 10.;

§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

(a) The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record
date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect
the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in
this section shall require the corporation to include electronic mail addresses or other electronic contact information on
such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period
of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at
the principal place of business of the corporation. In the event that the corporation determines to make the list available
on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders
of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall
be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder
who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to
the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and
the information required to access such list shall be provided with the notice of the meeting.

(b) If the corporation, or an officer or agent thereof, refuses to permit examination of the list by a stockholder, such stockholder
may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof
shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting.
The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem
appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting
or voiding the results of the meeting.

(c) The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list
required by this section or to vote in person or by proxy at any meeting of stockholders.

8 Del. C. 1953, § 219; 56 Del. Laws, c. 50; 72 Del. Laws, c. 343, §§ 9, 10; 74 Del. Laws, c. 84, § 4; 76 Del. Laws, c. 252, §§ 1, 2; 77 Del. Laws, c. 14, § 6.;

§ 220. Inspection of books and records.

(a) As used in this section:

(1) "Stockholder" means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares
of such stock held either in a voting trust or by a nominee on behalf of such person.

(2) "Subsidiary" means any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder
is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without
limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies,
statutory trusts and/or joint ventures.

(3) "Under oath" includes statements the declarant affirms to be true under penalty of perjury under the laws of the United
States or any state.

(b) Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:

(1) The corporation's stock ledger, a list of its stockholders, and its other books and records; and

(2) A subsidiary's books and records, to the extent that:

a. The corporation has actual possession and control of such records of such subsidiary; or

b. The corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the
date of the making of the demand:

1. The stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between
the corporation or the subsidiary and a person or persons not affiliated with the corporation; and

2. The subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and
records upon demand by the corporation.

In every instance where the stockholder is other than a record holder of stock in a stock corporation, or a member of a nonstock
corporation, the demand under oath shall state the person's status as a stockholder, be accompanied by documentary evidence
of beneficial ownership of the stock, and state that such documentary evidence is a true and correct copy of what it purports
to be. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance
where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered office in this State or at its principal place
of business.

(c) If the corporation, or an officer or agent thereof, refuses to permit an inspection sought by a stockholder or attorney
or other agent acting for the stockholder pursuant to subsection (b) of this section or does not reply to the demand within
5 business days after the demand has been made, the stockholder may apply to the Court of Chancery for an order to compel
such inspection. The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person
seeking inspection is entitled to the inspection sought. The Court may summarily order the corporation to permit the stockholder
to inspect the corporation's stock ledger, an existing list of stockholders, and its other books and records, and to make
copies or extracts therefrom; or the Court may order the corporation to furnish to the stockholder a list of its stockholders
as of a specific date on condition that the stockholder first pay to the corporation the reasonable cost of obtaining and
furnishing such list and on such other conditions as the Court deems appropriate. Where the stockholder seeks to inspect the
corporation's books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish
that:

(1) Such stockholder is a stockholder;

(2) Such stockholder has complied with this section respecting the form and manner of making demand for inspection of such
documents; and

(3) The inspection such stockholder seeks is for a proper purpose.

Where the stockholder seeks to inspect the corporation's stock ledger or list of stockholders and establishes that such stockholder
is a stockholder and has complied with this section respecting the form and manner of making demand for inspection of such
documents, the burden of proof shall be upon the corporation to establish that the inspection such stockholder seeks is for
an improper purpose. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection,
or award such other or further relief as the Court may deem just and proper. The Court may order books, documents and records,
pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State
upon such terms and conditions as the order may prescribe.

(d) Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other
books and records for a purpose reasonably related to the director's position as a director. The Court of Chancery is hereby
vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may
summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger and the
list of stockholders and to make copies or extracts therefrom. The burden of proof shall be upon the corporation to establish
that the inspection such director seeks is for an improper purpose. The Court may, in its discretion, prescribe any limitations
or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

8 Del. C. 1953, § 220; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, § 9; 70 Del. Laws, c. 79, §§ 11, 12; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 339, § 39; 74 Del. Laws, c. 84, §§ 5-8; 77 Del. Laws, c. 253, §§ 20-23.;

§ 221. Voting, inspection and other rights of bondholders and debenture holders.

Every corporation may in its certificate of incorporation confer upon the holders of any bonds, debentures or other obligations
issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation
to the extent and in the manner provided in the certificate of incorporation and may confer upon such holders of bonds, debentures
or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which
the stockholders of the corporation have or may have by reason of this chapter or of its certificate of incorporation. If
the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be
stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any
provision of this chapter which requires the vote of stockholders as a prerequisite to any corporate action and the certificate
of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter
whatsoever, except as set forth in paragraph (2) of subsection (b) of § 242 of this title.

8 Del. C. 1953, § 221; 56 Del. Laws, c. 50; 57 Del. Laws, c. 421, § 6; 65 Del. Laws, c. 127, § 6.;

§ 222. Notice of meetings and adjourned meetings.

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining
the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders
entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is
called.

(b) Unless otherwise provided in this chapter, the written notice of any meeting shall be given not less than 10 nor more
than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for
determining the stockholders entitled to notice of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation.
An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of
the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted
at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled
to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned
meeting in accordance with § 213(a) of this title, and shall give notice of the adjourned meeting to each stockholder of record
entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

8 Del. C. 1953, § 222; 56 Del. Laws, c. 50; 58 Del. Laws, c. 235, § 3; 71 Del. Laws, c. 339, § 40; 72 Del. Laws, c. 343, §§ 11-13; 77 Del. Laws, c. 14, §§ 7-9.;

§ 223. Vacancies and newly created directorships.

(a) Unless otherwise provided in the certificate of incorporation or bylaws:

(1) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by
all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director;

(2) Whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more directors by the
certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by
a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director
so elected.

If at any time, by reason of death or resignation or other cause, a corporation should have no directors in office, then any
officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted
with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance
with the certificate of incorporation or the bylaws, or may apply to the Court of Chancery for a decree summarily ordering
an election as provided in § 211 or § 215 of this title.

(b) In the case of a corporation the directors of which are divided into classes, any directors chosen under subsection (a)
of this section shall hold office until the next election of the class for which such directors shall have been chosen, and
until their successors shall be elected and qualified.

(c) If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute
less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least 10 percent of the voting stock at the time outstanding
having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed
by § 211 or § 215 of this title as far as applicable.

(d) Unless otherwise provided in the certificate of incorporation or bylaws, when 1 or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

8 Del. C. 1953, § 223; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, § 10; 73 Del. Laws, c. 298, § 8; 77 Del. Laws, c. 253, §§ 24, 25.;

§ 224. Form of records.

Any records maintained by a corporation in the regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method provided
that the records so kept can be converted into clearly legible paper form within a reasonable time. Any corporation shall
so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of
this chapter. When records are kept in such manner, a clearly legible paper form produced from or by means of the information
storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided the paper form accurately portrays the record.

8 Del. C. 1953, § 224; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 15; 72 Del. Laws, c. 343, § 14.;

§ 225. Contested election of directors; proceedings to determine validity.

(a) Upon application of any stockholder or director, or any officer whose title to office is contested, the Court of Chancery
may hear and determine the validity of any election, appointment, removal or resignation of any director or officer of any
corporation, and the right of any person to hold or continue to hold such office, and, in case any such office is claimed
by more than 1 person, may determine the person entitled thereto; and to that end make such order or decree in any such case
as may be just and proper, with power to enforce the production of any books, papers and records of the corporation relating
to the issue. In case it should be determined that no valid election has been held, the Court of Chancery may order an election
to be held in accordance with § 211 or § 215 of this title. In any such application, service of copies of the application
upon the registered agent of the corporation shall be deemed to be service upon the corporation and upon the person whose
title to office is contested and upon the person, if any, claiming such office; and the registered agent shall forward immediately
a copy of the application to the corporation and to the person whose title to office is contested and to the person, if any,
claiming such office, in a postpaid, sealed, registered letter addressed to such corporation and such person at their post-office
addresses last known to the registered agent or furnished to the registered agent by the applicant stockholder. The Court
may make such order respecting further or other notice of such application as it deems proper under the circumstances.

(b) Upon application of any stockholder or upon application of the corporation itself, the Court of Chancery may hear and
determine the result of any vote of stockholders upon matters other than the election of directors or officers. Service of
the application upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other
party need be joined in order for the Court to adjudicate the result of the vote. The Court may make such order respecting
notice of the application as it deems proper under the circumstances.

(c) If 1 or more directors has been convicted of a felony in connection with the duties of such director or directors to the
corporation, or if there has been a prior judgment on the merits by a court of competent jurisdiction that 1 or more directors
has committed a breach of the duty of loyalty in connection with the duties of such director or directors to that corporation,
then, upon application by the corporation, or derivatively in the right of the corporation by any stockholder, in a subsequent
action brought for such purpose, the Court of Chancery may remove from office such director or directors if the Court determines
that the director or directors did not act in good faith in performing the acts resulting in the prior conviction or judgment
and judicial removal is necessary to avoid irreparable harm to the corporation. In connection with such removal, the Court
may make such orders as are necessary to effect such removal. In any such application, service of copies of the application
upon the registered agent of the corporation shall be deemed to be service upon the corporation and upon the director or directors
whose removal is sought; and the registered agent shall forward immediately a copy of the application to the corporation and
to such director or directors, in a postpaid, sealed, registered letter addressed to such corporation and such director or
directors at their post office addresses last known to the registered agent or furnished to the registered agent by the applicant.
The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.

8 Del. C. 1953, § 225; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, § 11; 65 Del. Laws, c. 127, § 7; 74 Del. Laws, c. 84, § 9; 76 Del. Laws, c. 252, § 3; 77 Del. Laws, c. 14, § 10; 77 Del. Laws, c. 253, § 26.;

§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.

(a) The Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the
corporation is insolvent, to be receivers, of and for any corporation when:

(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors
to directors whose terms have expired or would have expired upon qualification of their successors; or

(2) The business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot
be obtained and the stockholders are unable to terminate this division; or

(3) The corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate
or distribute its assets.

(b) A custodian appointed under this section shall have all the powers and title of a receiver appointed under § 291 of this
title, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs
and distribute its assets, except when the Court shall otherwise order and except in cases arising under paragraph (3) of
subsection (a) of this section or paragraph (2) of subsection (a) of § 352 of this title.

(c) In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in
subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court
of Chancery.

8 Del. C. 1953, § 226; 56 Del. Laws, c. 50; 77 Del. Laws, c. 253, § 27.;

§ 227. Powers of Court in elections of directors.

(a) The Court of Chancery, in any proceeding instituted under § 211, 215 or 225 of this title may determine the right and
power of persons claiming to own stock to vote at any meeting of the stockholders.

(b) The Court of Chancery may appoint a Master to hold any election provided for in § 211, 215 or 225 of this title under
such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of disobedience
of any order made by the Court; and, in case of disobedience by a corporation of any order made by the Court, may enter a
decree against such corporation for a penalty of not more than $5,000.

8 Del. C. 1953, § 227; 56 Del. Laws, c. 50; 77 Del. Laws, c. 253, § 28.;

§ 228. Consent of stockholders or members in lieu of meeting.

(a) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any
annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in this State,
its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings
of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified
or registered mail, return receipt requested.

(b) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at a meeting
of the members of a nonstock corporation, or any action which may be taken at any meeting of the members of a nonstock corporation,
may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business
or an officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded.
Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

(c) Every written consent shall bear the date of signature of each stockholder or member who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent
delivered in the manner required by this section to the corporation, written consents signed by a sufficient number of holders
or members to take action are delivered to the corporation by delivery to its registered office in this State, its principal
place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of
stockholders or members are recorded. Delivery made to a corporation's registered office shall be by hand or by certified
or registered mail, return receipt requested.

(d)(1) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder,
member or proxyholder, or by a person or persons authorized to act for a stockholder, member or proxyholder, shall be deemed
to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic
transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram
or other electronic transmission was transmitted by the stockholder, member or proxyholder or by a person or persons authorized
to act for the stockholder, member or proxyholder and (B) the date on which such stockholder, member or proxyholder or authorized
person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram
or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given
by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced
in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this
State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings
of meetings of stockholders or members are recorded. Delivery made to a corporation's registered office shall be made by hand
or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents
given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business
of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings
of stockholders or members are recorded if, to the extent and in the manner provided by resolution of the board of directors
or governing body of the corporation.

(2) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original
writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other
reproduction shall be a complete reproduction of the entire original writing.

(e) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be
given to those stockholders or members who have not consented in writing and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written
consents signed by a sufficient number of holders or members to take the action were delivered to the corporation as provided
in subsection (c) of this section. In the event that the action which is consented to is such as would have required the filing
of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at
a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section
concerning any vote of stockholders or members, that written consent has been given in accordance with this section.

8 Del. C. 1953, § 228; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 14; 57 Del. Laws, c. 148, § 16; 58 Del. Laws, c. 235, § 4; 66 Del. Laws, c. 136, §§ 12-14; 67 Del. Laws, c. 376, §§ 7, 8; 70 Del. Laws, c. 349, § 4; 72 Del. Laws, c. 343, § 15; 73 Del. Laws, c. 82, § 11; 77 Del. Laws, c. 14, § 11.;

§ 229. Waiver of notice.

Whenever notice is required to be given under any provision of this chapter or the certificate of incorporation or bylaws,
a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose
of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders,
directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic
transmission unless so required by the certificate of incorporation or the bylaws.

8 Del. C. 1953, § 229; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 17; 72 Del. Laws, c. 343, § 16.;

§ 230. Exception to requirements of notice.

(a) Whenever notice is required to be given, under any provision of this chapter or of the certificate of incorporation or
bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give
such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the
action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this
title, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled
to receive notice except such persons with whom communication is unlawful.

(b) Whenever notice is required to be given, under any provision of this title or the certificate of incorporation or bylaws
of any corporation, to any stockholder or, if the corporation is a nonstock corporation, to any member, to whom (1) notice
of 2 consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting
to such person during the period between such 2 consecutive annual meetings, or (2) all, and at least 2, payments (if sent
by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such person
at such person's address as shown on the records of the corporation and have been returned undeliverable, the giving of such
notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation
a written notice setting forth such person's then current address, the requirement that notice be given to such person shall
be reinstated. In the event that the action taken by